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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

     (Mark One)

[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 30, 2003

OR

[   ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from      to      

Commission file number: 000-49850

BIG 5 SPORTING GOODS CORPORATION

Registrant’s telephone number, including area code: (310) 536-0611

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes    [X]     No    [   ]

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes    [   ]     No    [X]

     There were 22,663,947 shares of common stock with a par value of $0.01 per share outstanding at May 14, 2003.

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BIG 5 SPORTING GOODS CORPORATION

INDEX

						Page
PART I — FINANCIAL INFORMATION
Item 1				Condensed Consolidated Financial Statements (unaudited)
				Condensed Consolidated Balance Sheets			3
				Condensed Consolidated Statements of Operations			4
				Condensed Consolidated Statements of Cash Flows			5
				Notes to Condensed Consolidated Financial Statements			6
Item 2				Management’s Discussion and Analysis of Financial Condition and Results of Operations			11
Item 3				Quantitative and Qualitative Disclosures About Market Risk			27
Item 4				Controls and Procedures			27
PART II — OTHER INFORMATION
Item 1				Legal Proceedings			28
Item 2				Changes in Securities and Use of Proceeds			28
Item 3				Defaults Upon Senior Securities			28
Item 4				Submission of Matters to a Vote of Security Holders			28
Item 5				Other Information			28
Item 6				Exhibits and Reports on Form 8-K			28
SIGNATURES							29
CERTIFICATIONS							30
Exhibit 99.1
Exhibit 99.2

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BIG 5 SPORTING GOODS CORPORATION

Condensed Consolidated Balance Sheets
(unaudited)
(dollars in thousands)

						March 30,				December 29,
						2003				2002
Assets
Current assets:
	Cash					$	7,581			$	9,441
	Trade and other receivables						5,806				9,057
	Merchandise inventories						182,102				169,529
	Prepaid expenses						1,867				2,385
				Total current assets			197,356				190,412
Net property and equipment							43,802				45,104
Deferred income taxes, net							9,658				9,658
Leasehold interest							5,360				5,811
Other assets, at cost							2,409				2,557
Goodwill							4,433				4,433
				Total assets		$	263,018			$	257,975
Liabilities and Stockholders’ Equity
Current liabilities:
			Accounts payable			$	67,819			$	67,937
			Accrued expenses				45,101				49,708
				Total current liabilities			112,920				117,645
Deferred rent							11,526				11,525
Long-term debt							131,505				125,131
				Total liabilities			255,951				254,301
Commitments and contingencies
Stockholders’ equity:
		Common stock, $0.01 par value. Authorized 50,000,000 shares; issued and outstanding 22,663,947 shares and 22,178,018 shares at March 30, 2003 and December 29, 2002, respectively					222				222
		Additional paid-in capital					84,008				84,008
		Accumulated deficit					(77,163	)			(80,556	)
				Total stockholders’ equity			7,067				3,674
				Total liabilities and stockholders’ equity		$	263,018			$	257,975

See accompanying notes to condensed consolidated financial statements.

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BIG 5 SPORTING GOODS CORPORATION

Condensed Consolidated Statements of Operations
(unaudited)
(in thousands, except per share data)

				13 Weeks Ended
				March 30,				March 31,
				2003				2002
Net sales				$	164,517			$	157,133
Cost of goods sold, buying and occupancy					106,665				102,126
Gross profit					57,852				55,007
Operating expenses:
	Selling and administrative				45,122				42,115
	Depreciation and amortization				2,516				2,361
		Total operating expenses			47,638				44,476
Operating income					10,214				10,531
Premium and unamortized financing fees related to redemption of debt					1,483				66
Interest expense, net					2,974				4,483
	Income before income taxes				5,757				5,982
Income taxes					2,360				2,452
Net income					3,397				3,530
Redeemable preferred stock dividends					-.-				1,964
Net income available to common stockholders				$	3,397			$	1,566
Earnings per share:
	Basic			$	0.15			$	0.11
	Diluted			$	0.15			$	0.10
Shares used to calculate earnings per share:
	Basic				22,605				14,875
	Diluted				22,664				16,087

See accompanying notes to condensed consolidated financial statements.

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BIG 5 SPORTING GOODS CORPORATION

Consolidated Condensed Statements of Cash Flows
(unaudited)
(dollars in thousands)

						13 Weeks Ended
						March 30,				March 31,
						2003				2002
Cash flows from operating activities:
		Net income				$	3,397			$	3,530
		Adjustments to reconcile net income to net cash provided by operating activities:
				Depreciation and amortization			2,516				2,361
				Amortization of deferred finance charge and discounts			432				966
				Premium and unamortized financing fees related to redemption of debt			1,483				66
				Loss on disposal of equipment and leasehold interest			139				-.-
				Change in assets and liabilities:
				Merchandise inventories			(12,573	)			(4,885	)
				Trade accounts receivable, net			3,251				3,159
				Prepaid expenses and other assets			(151	)			(1,186	)
				Accounts payable			13,008				9,324
				Accrued expenses			(5,815	)			(9,847	)
				Net cash provided by operating activities			5,687				3,488
Cash flows from investing activities — purchase of property and equipment							(901	)			(1,151	)
Cash flows from financing activities:
		Net borrowings (repayments) under revolving credit facilities, and other					14,449				(578	)
		Repayment of senior notes and senior discount notes					(21,095	)			(2,950	)
		Repurchase of common stock					-.-				(1	)
				Net cash used in financing activities			(6,646	)			(3,529	)
				Net decrease in cash			(1,860	)			(1,192	)
Cash at beginning of period							9,441				7,865
Cash at end of period						$	7,581			$	6,673
Supplemental disclosures of non-cash financing activities:
		Dividends on preferred stock				$	-.-			$	1,964

See accompanying notes to condensed consolidated financial statements.

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BIG 5 SPORTING GOODS CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

(1) Basis of Presentation and Description of Business

     We operate in one business segment, as a sporting goods retailer under the Big 5 Sporting Goods name carrying a broad range of hardlines, softlines and footwear, operating 275 stores at March 30, 2003 in California, Washington, Arizona, Oregon, Texas, New Mexico, Nevada, Utah, Idaho and Colorado. We are a holding company that operates our business through Big 5 Corp., our wholly owned subsidiary.

     In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to present fairly and in accordance with generally accepted accounting principles (GAAP) the financial position as of March 30, 2003 and December 29, 2002 and the results of operations and cash flows for the periods ended March 30, 2003 and March 31, 2002. It should be understood that accounting measurements at interim dates inherently involve greater reliance on estimates than those at fiscal year-end. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission; however, we believe that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2002.

(2) Reclassifications

     Certain prior year balances in the accompanying condensed consolidated financial statements have been reclassified to conform to current year presentation.

(3) Initial Public Offering

     In June 2002, we completed an initial public offering (IPO) of 8.1 million shares of common stock, of which 1.6 million shares were sold by selling stockholders. In July 2002, our underwriters exercised their right to purchase an additional 1.2 million shares through their over-allotment option, of which 0.5 million shares were sold by selling stockholders. With net proceeds of $76.1 million from the offering and total net proceeds of $84.0 million after exercise of the underwriters’ over-allotment option, and together with borrowings under our credit facility, we redeemed all of our outstanding senior discount notes and preferred stock, paid bonuses to executive officers and directors which were funded by a reduction in the redemption price otherwise applicable to our preferred stock and repurchased 0.5 million shares of our common stock from non-executive employees.

     Our accompanying statements of operations report net income and earnings per diluted share in accordance with GAAP. In addition, we internally use pro forma reporting

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to evaluate our operating performance without regard to certain non-recurring financial effects of the IPO, including the exercise of the underwriters’ over-allotment option. We believe this presentation will provide investors with additional insight into our operating results. The pro forma figures assume that the IPO took place at the beginning of the period presented and exclude the effects of certain IPO-related expenses, the payment of bonuses that were funded through the reduction of the redemption premium that would otherwise have been applicable to the redemption of preferred stock, interest payments and redemption premium paid on debt redeemed in connection with the IPO, dividends payable and redemption premium paid on preferred stock redeemed in connection with the IPO and related income tax effects. The following table contains a reconciliation of the pro forma adjustments to GAAP for the 13 weeks ended March 31, 2002. There were no pro forma adjustments for the 13 weeks ended March 30, 2003.

(in thousands except earnings per share data)

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(4) Earnings Per Share

     The following table sets forth the computation of basic and diluted net income per share of common stock:

(in thousands except earnings per share data)

     Options to purchase 400,400 shares of common stock were outstanding at March 30, 2003 but were not included in the computation of diluted earnings per share because the exercise price of these options was greater than the average market price of our common stock and thus would be antidilutive. The outstanding warrant was exercised in the first quarter of fiscal 2003.

(5) Stock-Based Compensation

     In December 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure — An Amendment of FASB Statement No. 123.” SFAS No. 148 amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS No. 148 is effective for interim and annual periods beginning after December 15, 2002.

     We apply the provisions of SFAS No. 123, which allows entities to continue to apply the provisions of Accounting Principles Board Opinion No. 25 “Accounting for Stock Issued to Employees” (APB Opinion No. 25), and related interpretations and provide pro forma net income and pro forma earnings per share disclosures for employee stock option grants made in 1995 and future years as if the fair-value-based method defined in SFAS No. 123 had been applied. We have elected to continue to apply the provisions of APB Opinion No.

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25 and provide the pro forma disclosure provisions of SFAS No. 123. Therefore, compensation expense for stock options issued to employees is recorded on the date of grant only if the then-current market price of the underlying stock exceeded the exercise price. If we had determined compensation cost based upon the fair value at the grant date for our stock options under SFAS No. 123 using the Black Scholes option pricing model, pro forma net income and pro forma net income per share, including the following weighted average assumptions used in these calculations, would have been as follows:

(6) Vendor Payments

     In November 2002, EITF issued EITF Issue No. 02-16, “Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor.” EITF Issue No. 02-16 addresses the timing of recognition and classification of consideration received from vendors, including rebates or allowances. EITF Issue No. 02-16 presumes that cash consideration received from a vendor represents a reduction of the prices of the vendor’s products or services and should, therefore, be characterized as a reduction in cost of sales unless (i) it is a payment for assets or services delivered to the vendor, in which case the cash consideration should be characterized as revenue, or (ii) it is a reimbursement of costs incurred to sell the vendor’s products, in which case the cash consideration should be characterized as a reduction of that cost. EITF No. 02-16 became effective for us in the first quarter of 2003, and had no impact on our financial statements, as we have historically accounted for vendor payments in accordance with the provisions of this standard.

(7) Repurchase of Debt

     In January 2003, we adopted the provisions of SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” SFAS No. 145 provides that the gain or loss recognized upon early debt

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extinguishment may no longer be classified as extraordinary, but rather must be recognized as a component of net income before extraordinary items, if any. We recognized $1.5 million and $0.1 million in premium and related unamortized financing fees in the 13 weeks ended March 30, 2003 and March 31, 2002, respectively. The $1.5 million charge in the first 13 weeks of 2003 resulted from a $1.1 million premium related to the redemption of $20.0 million face value of our senior notes and the related carrying value of applicable deferred financing costs which totaled $0.4 million. The $0.1 million charge in the first 13 weeks of 2002 resulted from the repurchase of $2.5 million face value of our senior discount notes and $0.5 million face value of our senior notes.

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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

BASIS OF REPORTING

Net Sales

     Net sales consist of sales from all stores operated during the period presented, net of merchandise returns. Same store sales for a period reflect net sales from stores operated throughout that period as well as the corresponding prior period. New store sales for a period reflect net sales from stores opened in that period as well as net sales from stores opened during the prior fiscal year. Stores that are relocated during any period are treated as new stores.

Gross Profit

     Gross profit is comprised of net sales less all costs of sales, including the cost of merchandise, inventory writedowns, inventory shrinkage, inbound freight, distribution and warehousing, payroll for our buying personnel and store and corporate office occupancy costs. Store and corporate office occupancy costs include rent, contingent rents, common area maintenance, real estate property taxes and property insurance.

Selling and Administrative

     Selling and administrative includes store management and corporate expenses, including non-buying personnel payroll, employment taxes, employee benefits, management information systems, advertising, insurance other than property insurance, legal, store pre-opening expenses and other corporate level expenses. Store pre-opening expenses include store-level payroll, grand opening event marketing, travel, supplies and other store opening expenses.

Depreciation and Amortization

     Depreciation and amortization consists primarily of the depreciation of leasehold improvements, fixtures and equipment owned by us, amortization of leasehold interest and goodwill and non-cash rent expense.

DISCUSSION OF CRITICAL ACCOUNTING POLICIES

     In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe that the following discussion addresses our critical accounting policies, which are those that are most important to the portrayal of our financial condition.

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Valuation of Inventory

     We value our inventories at the lower of cost or market using the weighted average cost method that approximates the first-in, first-out (FIFO) method. Management has evaluated the current level of inventories in comparison to planned sales volume and other factors and, based on this evaluation, has recorded adjustments to inventory and cost of goods sold for estimated decreases in inventory value. These adjustments are estimates, which could vary significantly, either favorably or unfavorably, from actual results if future economic conditions, consumer demand and competitive environments differ from our expectations. We are not aware of any events or changes in demand or price that would indicate to us that our inventory valuation may be inaccurate at this time.

Valuation of Long-Lived Assets

     Long-lived assets and certain identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future net cash flows estimated by us to be generated by these assets. If such assets are considered to be impaired, the impairment to be recognized is the amount by which the carrying amount of the assets exceeds the fair value of the assets. We are not aware of any events or changes in circumstances that would indicate to us that our long-lived assets are impaired or that would require an impairment consideration at this time.

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RESULTS OF OPERATIONS

     The results of the interim periods are not necessarily indicative of results for the entire fiscal year.

13 Weeks Ended March 30, 2003 Compared to 13 Weeks Ended March 31, 2002

     The following table sets forth selected items from our operating results as a percentage of our net sales for the periods indicated: